Common use of Calculation of Conversion Price Clause in Contracts

Calculation of Conversion Price. The Conversion Price shall be the Variable Conversion Price (as defined herein) (subject, in each case, to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events) (also subject to adjustment as further described herein). The “Variable Conversion Price” shall mean 70% multiplied by the Market Price (as reported by OTC Markets) (representing a discount rate of 30%). “Market Price” means the Volume Weighted Average Price for the Common Stock during the thirty (30) Trading Day period ending on the last complete Trading Day prior to the Conversion Date for such security that is quoted on OTC Markets. Each time, while this Note is outstanding, the Borrower enters into a Section 3(a)(9) transaction (including but not limited to the issuance of new promissory notes or of a replacement promissory note), or Section 3(a)(10) transaction, in which any 3rd party has the right to convert monies owed to that 3rd party (or receive shares pursuant to a settlement or otherwise) at a discount to market greater than the Volume Weighted Average Price in effect at that time (prior to all other applicable adjustments in the Note), then the Volume Weighted Average Price shall be automatically adjusted to such greater discount percentage (prior to all applicable adjustments in this Note) until this Note is no longer outstanding. Each time, while this Note is outstanding, the Borrower enters into a Section 3(a)(9) transaction (including but not limited to the issuance of new promissory notes or of a replacement promissory note), or Section 3(a)(10) transaction, in which any 3rd party has a look back period greater than the look back period in effect under the Note at that time, then the Holder’s look back period shall automatically be adjusted to such greater number of days until this Note is no longer outstanding. The Borrower shall give written notice to the Holder, with the adjusted Variable Conversion Price and/or adjusted look back period (each adjustment that is applicable due to the triggering event), within one (1) business day of an event that requires any adjustment described in the two immediately preceding sentences. Holder shall be entitled to deduct $500.00 from the conversion amount in each Notice of Conversion to cover Holder’s deposit fees associated with each Notice of Conversion.

Calculation of Conversion Price. The per share conversion price into which Principal Amount and interest (including any Default Interest) under this Note shall be convertible into shares of Common Stock hereunder (the “Conversion Price”) shall be equal to $0.05 (the “Fixed Conversion Price”), provided, further, that 180 calendar days after the Issue Date, the Conversion Price shall be equal the Variable Conversion Price lower of (as defined hereini) (subject, in each case, to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events) (also subject to adjustment as further described herein). The “Variable Fixed Conversion Price” shall mean 70% ; (ii) discount to market based upon subsequent financings with other investors; or (iii) sixty-five percent (65%) multiplied by the Market Price (as reported by OTC Markets) (representing a discount rate lowest traded price of 30%). “Market Price” means the Volume Weighted Average Price for the Common Stock during the thirty fifteen (3015) consecutive Trading Day period ending immediately preceding the date of the respective conversion (the “Alternate Conversion Price”); and provided, further, however, and notwithstanding the above calculation of the Alternate Conversion Price or any other calculation of Conversion Price pursuant to this Section 1.2, if the lowest traded price of the Common Stock is less than the Conversion Price on the last complete date following the Conversion Date (the “Free Trading Share Receipt Date”) on which the Holder actually receives from the Company or its transfer agent Conversion Shares issuable pursuant to this Section 1 which are immediately upon receipt unrestricted and freely tradable by the Holder either by way of (A) registration under the 1933 Act or (B) pursuant to Rule 144 under the 1933 Act (or a successor rule) (“Rule 144”), Rule 144A under the 1933 Act (or a successor rule) (“Rule 144A”), Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), or other applicable exemption, then the Conversion Price shall be deemed to have been retroactively adjusted, as of the Conversion Date, to a price equal to sixty-five percent (65%) multiplied by the lowest traded price of the Common Stock on the Free Trading Shares Receipt Date (the “Free Trading Shares Receipt Date Conversion Price”), and the Company shall, on the Trading Day following the Free Trading Share Receipt Date, issue to the Holder additional shares of unrestricted, freely tradable Common Stock equal to the difference between (Y) the number of Conversion Shares receivable upon conversion of the applicable Conversion Amount at the Conversion Price and (Z) the number of Conversion Shares receivable upon conversion of the applicable Conversion Amount at the Free Trading Shares Receipt Date Conversion Price (subject to the beneficial ownership limitations contained in Section 1.1, such that the additional shares shall be issued in tranches if required to comply with such beneficial ownership limitations); and provided, further, however, and notwithstanding the above calculation of the Conversion Price, if, prior to the Conversion Date repayment or conversion of this Note, in the event the Borrower consummates a registered or unregistered primary offering of its securities for such security that is quoted on OTC Markets. Each timecapital raising purposes (a “Primary Offering”), while the Holder shall have the right, in its discretion, to (x) demand repayment in full of an amount equal to any outstanding Principal Amount and interest (including Default Interest) under this Note is outstanding, as of the Borrower enters into a Section 3(a)(9closing date of the Primary Offering or (y) transaction convert any outstanding Principal Amount and interest (including but not limited any Default Interest) under this Note into Common Stock at the closing of such Primary Offering at a Conversion Price equal to the issuance lower of new promissory notes or of a replacement promissory note), or Section 3(a)(10(i) transaction, in which any 3rd party has the right to convert monies owed to that 3rd party (or receive shares pursuant to a settlement or otherwise) at a discount to market greater than the Volume Weighted Average Price in effect at that time (prior to all other applicable adjustments in the Note), then the Volume Weighted Average Price shall be automatically adjusted to such greater discount percentage (prior to all applicable adjustments in this Note) until this Note is no longer outstanding. Each time, while this Note is outstanding, the Borrower enters into a Section 3(a)(9) transaction (including but not limited to the issuance of new promissory notes or of a replacement promissory note), or Section 3(a)(10) transaction, in which any 3rd party has a look back period greater than the look back period in effect under the Note at that time, then the Holder’s look back period shall automatically be adjusted to such greater number of days until this Note is no longer outstanding. The Borrower shall give written notice to the Holder, with the adjusted Variable Conversion Price and/or adjusted look back period (each adjustment that is applicable due to the triggering event), within one (1) business day of an event that requires any adjustment described in the two immediately preceding sentences. Holder shall be entitled to deduct $500.00 from the conversion amount in each Notice of Conversion to cover Holder’s deposit fees associated with each Notice of Conversion.and

Calculation of Conversion Price. The Conversion Price shall be the Variable $0.20 per share (the “Fixed Conversion Price (as defined hereinPrice”) (subject, in each case, subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events) (also subject to adjustment as further described herein). The “Variable Conversion Price” shall mean 70% multiplied by the Market Price (as reported by OTC Markets) (representing a discount rate of 30%). “Market Price” means the Volume Weighted Average Price for the Common Stock during the thirty (30) Trading Day period ending on the last complete Trading Day prior to the Conversion Date for such security that is quoted on OTC Markets. Each time, while this Note is outstanding, the Borrower enters into a Section 3(a)(9) transaction (including but not limited to the issuance of new promissory notes or of a replacement promissory note), or Section 3(a)(10) transaction, in which any 3rd party has the right to convert monies owed to that 3rd party (or receive shares pursuant to a settlement or otherwise) at a discount to market greater than the Volume Weighted Average Variable Conversion Price in effect at that time (prior to all other applicable adjustments in the Note), then the Volume Weighted Average Variable Conversion Price shall be automatically adjusted to such greater discount percentage (prior to all applicable adjustments in this Note) until this Note is no longer outstanding. Each time, while this Note is outstanding, the Borrower enters into a Section 3(a)(9) transaction (including but not limited to the issuance of new promissory notes or of a replacement promissory note), or Section 3(a)(10) transaction, in which any 3rd party has a look back period greater than the look back period in effect under the Note at that time, then the Holder’s look back period shall automatically be adjusted to such greater number of days until this Note is no longer outstanding. The Borrower shall give written notice to the Holder, with the adjusted Variable Conversion Price and/or adjusted look back period (each adjustment that is applicable due to the triggering event), within one (1) business day of an event that requires any adjustment described in the two immediately preceding sentences. Holder shall be entitled to deduct $500.00 from the conversion amount in each Notice of Conversion to cover Holder’s deposit fees associated with each Notice of Conversion.

Calculation of Conversion Price. The Conversion Price per share conversion price into which any Principal Amount and interest (including any Default Interest) under this Note shall be convertible into shares of Common Stock hereunder (the Variable Conversion Price (as defined herein) (subject, in each case, to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events) (also subject to adjustment as further described herein). The “Variable Conversion Price” ”) shall mean 70be equal to 60% multiplied by the Market Price (as reported by OTC Markets) (representing a discount rate volume-weighted average price of 30%). “Market Price” means the Volume Weighted Average Price for the Common Stock on the OTCQB (or if not reported, as calculated by the Holder in good faith) during the thirty (30) consecutive Trading Day period ending immediately preceding the Trading Day that the Company receives a Notice of Conversion; and provided, further, however, and notwithstanding the above calculation of the Conversion Price or any other calculation of Conversion Price pursuant to this Section 1.2, if the closing bid price of the Common Stock is less than the Conversion Price on the last complete Trading Day prior to date following the Conversion Date for such security that is quoted (the “Free Trading Share Receipt Date”) on OTC Markets. Each time, while which the Holder actually receives from the Company or its transfer agent Conversion Shares issuable pursuant to this Note is outstanding, Section 1 which are immediately upon receipt unrestricted and freely tradable by the Borrower enters into Holder either by way of (A) registration under the 1933 Act or (B) pursuant to Rule 144 under the 1933 Act (or a Section 3(a)(9successor rule) transaction (including but not limited to the issuance of new promissory notes or of a replacement promissory note“Rule 144”), or Section 3(a)(10) transaction, in which any 3rd party has Rule 144A under the right to convert monies owed to that 3rd party 1933 Act (or receive shares pursuant to a settlement successor rule) (“Rule 144A”) or otherwiseRegulation S under the 1933 Act (or a successor rule) at a discount to market greater than the Volume Weighted Average Price in effect at that time (prior to all other applicable adjustments in the Note“Regulation S”), then the Volume Weighted Average Conversion Price shall be automatically adjusted deemed to such greater discount percentage have been retroactively adjusted, as of the Conversion Date, to a price equal to 75% multiplied by the closing bid price of the Common Stock on the Free Trading Shares Receipt Date (the “Free Trading Shares Receipt Date Conversion Price”), and the Company shall, on the Trading Day following the Free Trading Share Receipt Date, issue to the Holder additional shares of unrestricted, freely tradable Common Stock equal to the difference between (Y) the number of Conversion Shares receivable upon conversion of the applicable Conversion Amount at the Conversion Price and (Z) the number of Conversion Shares receivable upon conversion of the applicable Conversion Amount at the Free Trading Shares Receipt Date Conversion Price; and provided, further, however, and notwithstanding the above calculation of the Conversion Price, if, prior to all applicable adjustments in the repayment or conversion of this Note, in the event the Borrower consummates a registered or unregistered primary offering of its securities for capital raising purposes (a “Primary Offering”), the Holder shall have the right, in its discretion, to (x) until demand repayment in full of an amount equal to any outstanding Principal Amount and interest (including Default Interest) under this Note is no longer outstanding. Each time, while this Note is outstanding, as of the Borrower enters into a Section 3(a)(9) transaction (including but not limited to closing date of the issuance of new promissory notes or of a replacement promissory note), or Section 3(a)(10) transaction, in which any 3rd party has a look back period greater than the look back period in effect under the Note at that time, then the Holder’s look back period shall automatically be adjusted to such greater number of days until this Note is no longer outstanding. The Borrower shall give written notice to the Holder, with the adjusted Variable Conversion Price and/or adjusted look back period (each adjustment that is applicable due to the triggering event), within one (1) business day of an event that requires any adjustment described in the two immediately preceding sentences. Holder shall be entitled to deduct $500.00 from the conversion amount in each Notice of Conversion to cover Holder’s deposit fees associated with each Notice of ConversionPrimary Offering.